Lithium Americas Shareholders Approve Plan to Separate into Two Leading Lithium Companies
NEWS RELEASE
Lithium Americas Shareholders Approve Plan to Separate into
Two Leading Lithium Companies
July 31, 2023 – Vancouver, Canada: Lithium Americas Corp. (TSX: LAC) (NYSE: LAC) (“Lithium
Americas” or the “Company”) is pleased to announce that shareholders have voted in favor of the
separation of the Company into Lithium Americas (Argentina) Corp. (“Lithium Argentina”) and a new
Lithium Americas Corp. (“Lithium Americas (NewCo)”) pursuant to a statutory plan of arrangement (the
“Separation”) at the Company’s annual general and special meeting of shareholders held today (the
“Meeting”). The Separation was approved by 98.85% of the votes cast by shareholders present or
represented by proxy at the Meeting, as well as 98.78% of the votes cast excluding those of such
shareholders who are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions.
“We are delighted to see our shareholders’ overwhelming support for the Separation,” said Jonathan Evans,
Lithium Americas’ President and CEO. “Following the Separation, the Lithium Americas (NewCo) team is
committed to advancing the Thacker Pass project toward production to support the critical North American
lithium supply chain. Meanwhile, the Lithium Argentina team will advance Caucharí-Olaroz toward full
commercial production and pursue development opportunities in its significant growth pipeline in
Argentina.”
The Separation is targeted to become effective in early October 2023. Completion of the Separation
remains subject to certain regulatory approvals and closing conditions, including without limitation, having
a registration statement to register Lithium Americas (NewCo) common shares under the U.S. Securities
Exchange Act of 1934 become effective, and the receipt of final approvals by the Supreme Court of British
Columbia, the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). The
Company received advanced tax rulings from both the Canada Revenue Agency and the Internal Revenue
Service in July, and the final court hearing is scheduled to be held on August 4, 2023.
In connection with the approval of the Separation, the Company’s shareholders also passed the resolution
approving a new equity incentive plan for Lithium Americas (NewCo) with 90.17% of the votes cast at the
Meeting in favor of the resolution.
Additionally, in connection with the second tranche (“Tranche 2”) of the previously announced US$650
million investment (the “Investment”) by General Motors Holdings LLC (NYSE: GM) (“GM”), the Company’s
shareholders passed two resolutions approving: (a) the ownership by GM and its affiliates of more than
20% of the issued and outstanding shares of the Company (or following the Separation, Lithium Americas
(NewCo)); and (b) US$27.74 per share (as adjusted for the Separation) as the maximum subscription price
at which Tranche 2 would be made. 98.42% of the votes cast by disinterested shareholders were in favor
of the resolution in respect of GM’s maximum ownership in the Company and, following the Separation,
Lithium Americas (NewCo), as applicable, and 98.40% of the votes cast by disinterested shareholders were
in favor of the resolution in respect of the maximum pricing limitation for Tranche 2.
Following the Separation, Tranche 2 will be conducted by way of a subscription by GM for shares of Lithium
Americas (NewCo) having an aggregate subscription price of approximately US$330 million pursuant to
the terms of a subscription agreement. Completion of Tranche 2 will be subject to the satisfaction of
customary closing conditions, including the receipt of conditional approval from the TSX and authorization
from the NYSE. GM’s ownership interest in the Company and, following the Separation, Lithium Americas
(NewCo) is subject to a maximum of 30% pursuant to the terms of the definitive agreements governing the
Investment.
At the Meeting, the eight director nominees listed in the Company's management information circular dated
June 16, 2023 (the “Circular”) were also re-elected as directors to serve until the close of the next annual
meeting of shareholders, subject to the completion of the Separation. The detailed results of the vote are
set out below:
Director Nominees Votes For Votes Withheld
George Ireland 62,801,435 (97.71%) 1,469,043 (2.29%)
Fabiana Chubbs 60,922,953 (94.79%) 3,347,525 (5.21%)
Kelvin Dushnisky 62,502,979 (97.25%) 1,767,499 (2.75%)
Jonathan Evans 61,847,254 (96.23%) 2,424,108 (3.77%)
Dr. Yuan Gao 56,314,295 (87.62%) 7,955,299 (12.38%)
John Kanellitsas 62,609,332 (97.42%) 1,661,146 (2.58%)
Jinhee Magie 60,863,141 (94.70%) 3,407,337 (5.30%)
Franco Mignacco 63,101,272 (98.18%) 1,169,206 (1.82%)
Mr. Xiaoshen Wang did not stand for re-election to the Board of Directors of the Company. The Company
thanks Mr. Wang for his valuable contributions and wishes him every success in his future endeavors.
“On behalf of the board and management, I would like to thank Mr. Xiaoshen Wang for his dedication and
commitment for the past six years. Mr. Wang has provided invaluable knowledge and experience and has
played an instrumental role in the success of the Company to date,” said George Ireland, Chairman of the
Board of Directors.
In addition to the election of directors, shareholders also set the size of the Board of Directors at eight, re-
appointed PricewaterhouseCoopers LLP as the Company’s auditor and approved a non-binding advisory
vote on executive compensation.
Detailed voting results on all matters considered at the Meeting are reported in the Report of Voting Results
as filed on SEDAR (www.sedar.com). Please refer to the Circular for more detailed information, available
on the Company’s website (www.lithiumamericas.com) and on SEDAR (www.sedar.com).
ABOUT LITHIUM AMERICAS
Lithium Americas is advancing a separation of its U.S. and Argentine business units into two public
independent companies. Lithium Argentina will retain Caucharí-Olaroz (44.8%-interest), focused on
advancing toward full production capacity, and regional growth opportunities in the Pastos Grandes basin
with Pastos Grandes and Sal de la Puna projects (100%-owned and 65%-interest, respectively). Lithium
Americas (NewCo) will retain the 100%-owned Thacker Pass, focused on advancing construction with the
target to commence production in the second half of 2026. The Company currently trades on both the TSX
and NYSE under the ticker symbol “LAC.”
For further information contact:
Investor Relations
Telephone: 778-656-5820
Email: [email protected]
Website: www.lithiumamericas.com
FORWARD-LOOKING INFORMATION
Certain statements in this release constitute “forward-looking statements” within the meaning of applicable
United States securities legislation and “forward-looking information” under applicable Canadian securities
legislation (collectively, “forward-looking statements”). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual results, events, performance or
achievements of the proposed Separation and of the Company (Lithium Americas (NewCo)’s / Lithium
Argentina’s), its projects, or industry results, to be materially different from any future results, events,
performance or achievements expressed or implied by such forward-looking statements. Such statements
can be identified by the use of words such as “may,” “would,” “could,” “will,” “intend,” “expect,” “believe,”
“plan,” “anticipate,” “estimate,” “schedule,” “forecast,” “predict” and other similar terminology, or state that
certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved.
These statements reflect the Company’s current expectations regarding future events, financial or operating
performance and results, and speak only as of the date of this release. Such statements include without
limitation, statements with respect to the proposed Separation, the expected timetable for the Separation,
the ability of the Company to complete the Separation on the terms described herein, or at all, the receipt
of required third party, court, tax, stock exchange and regulatory approvals required for the Separation, the
expected composition of the board of directors and management of each entity, the expected holdings and
assets of the entities resulting from the Separation, the expected benefits of the Separation for each
business and to the Company’s shareholders and other stakeholders, the strategic advantages, future
opportunities and focus of each business and expectations regarding the status of development of the
Company’s projects.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees
of future performance, events or results and will not necessarily be accurate indicators of whether or not
such events or results will be achieved. A number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or information, including, but not limited to,
uncertainties with obtaining required approvals, rulings, court orders and consents, or satisfying other
requirements, necessary or desirable to permit or facilitate completion of the Separation (including tax,
regulatory and shareholder approvals); there being no assurance that Lithium Americas (NewCo) will meet
all the requirements to list its common shares on the TSX and/or the NYSE, future factors or events that
may arise making it inadvisable to proceed with, or advisable to delay or alter the structure of the
Separation; the performance, the operations and financial condition of Lithium Americas (NewCo) and
Lithium Argentina as separately traded public companies, including the reduced geographical and property
portfolio diversification resulting from the Separation; the impact of the Separation on the trading prices for,
and market for trading in, the shares of the Company, Lithium Americas (NewCo) and Lithium Argentina
(collectively the “Entities” and individually, an “Entity”); the potential for significant tax liability for a violation
of the tax-deferred spinoff rules applicable in Canada and the United States; uncertainties with realizing the
potential benefits of the Separation; risks associated with mining project development, achieving anticipated
milestones and budgets as planned, and meeting expected timelines; risks inherent in litigation that could
result in additional unanticipated delays or rulings that are adverse for an Entity or its projects; maintaining
local community support in the regions where an Entity’s projects are located; changing social perceptions
and their impact on project development and litigation; ongoing global supply chain disruptions and their
impact on developing an Entity’s projects; availability of personnel, supplies and equipment; the impact of
inflation or changing economic conditions on an Entity, its projects and their feasibility; any impacts of
COVID-19 or an escalation thereof on the business of an Entity; unanticipated changes in market price for
an Entity’s shares; changes to an Entity’s current and future business plans and the strategic alternatives
available to the Entity; industry and stock market conditions generally; demand, supply and pricing for
lithium; and general economic and political conditions in Canada, the United States, Argentina and other
jurisdictions where an Entity conducts business. Additional information about certain of these assumptions
and risks and uncertainties is contained in the Company’s filings with securities regulators, including the
Company’s most recent annual information form and most recent management’s discussion and analysis
for the Company’s most recently completed financial year and interim financial period, which are available
on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Although the forward-looking statements contained in this release are based upon what management of
the Company believes are reasonable assumptions as of the date hereof, there can be no assurance that
actual results will be consistent with these forward-looking statements. These forward-looking statements
are made as of the date of this release and are expressly qualified in their entirety by this cautionary
statement. Subject to applicable securities laws, the Company does not assume any obligation to update
or revise the forward-looking statements contained herein to reflect events or circumstances occurring after
the date of this release.